facilities that we may have to make, as described elsewhere in this
prospectus, will not affect this obligation to keep specified notes and
credit facilities in place.
AMENDMENTS TO THE LIMITED LIABILITY COMPANY AGREEMENT. Any amendment to
the limited liability company agreement generally may be adopted only upon the
approval of a majority of the Class B common membership units. The agreement may
not be amended in a manner that adversely affects the rights of any class of
common membership units without the consent of holders holding a majority of the
membership units of that class.
HOLDERS OF CLASS B COMMON STOCK. Charter Communications, Inc., Mr. Allen,
Charter Investment, Inc., Vulcan Cable III Inc., Mr. Kent, Mr. Babcock and Mr.
Wood will enter into a registration rights agreement upon the closing of this
offering. The agreement will give Mr. Allen and his affiliates the right to
cause us to register the shares of Class A common stock issued to them upon
conversion of any shares of Class B common stock that they may hold. The
agreement will give Messrs. Kent, Babcock and Wood the right to cause us to
register the shares of Class A common stock issuable to them upon exchange of
Charter Communications Holding Company membership units.
This registration rights agreement provides that each eligible holder is
entitled to unlimited "piggyback" registration rights permitting them to include
their shares of Class A common stock in registration statements filed by us.
These holders may also exercise their demand rights causing us, subject to
specified limitations, to register their Class A shares, provided that the
amount of shares subject to each demand has a market value at least equal to $50
million or, if the market value is less than $50 million, all of the Class A
shares of the holders participating in the offering are included in such
registration. We are obligated to pay the costs associated with all such
Holders may elect to have their shares registered pursuant to a shelf
registration statement provided that at the time of the election, Charter
Communications, Inc. is eligible to file a registration statement on Form S-3
and the amount of shares to be registered has a market value equal to at least
$100.0 million on the date of the election.
Mr. Allen also has the right to cause Charter Communications, Inc. to file
a shelf registration statement in connection with the resale of shares of Class
A common stock then held by or issuable to specified sellers under the Rifkin,
Falcon and Bresnan acquisitions that have the right to cause Mr. Allen to
purchase equity interests issued to them as a result of these acquisitions.
Immediately following the offering, all shares of Class A common stock
issuable to the registration rights holders in exchange for Charter
Communications Holding Company membership units and upon conversion of
outstanding Class B common stock and conversion of Class B common stock issuable
to the registration rights holders upon exchange of Charter Communications
Holding Company membership units will be subject to the registration rights